Sale and Purchase Clause Example with 138 Variations from Business Contracts
This page contains Sale and Purchase clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Variations of a "Sale and Purchase" Clause from Business Contracts
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities (subject to such adjustment as the Representative may determine to avoid fractional shares) set forth opposite the name of ...such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $[ ● ] $10.05 per Share. share. The Company is advised by you the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, them (subject to such adjustment as the Representative may determine to avoid fractional shares) all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Securities, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the 2 Company and payable on the Firm Securities but not payable on such Additional Securities. This option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no an additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional shares), subject to adjustment shares). As used herein "Business Day" shall mean a day on which the New York Stock Exchange (the "NYSE") is open for trading and commercial banks in accordance with Section 8 hereof. the City of New York are open for business. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price o...f $[ ● ] $51.35 per Share. Unit. The Company Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") "Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per Share unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares 4 Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), common units), subject to adjustment in accordance with Section 8 hereof. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company (a) the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A A-1 attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] $9.80 p...er Share. Firm Unit, and (b) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A-2 attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of $10.00 per Firm Unit. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same a purchase price of $9.80 per Share to be paid by the Underwriters to the Company for the Firm Shares. Additional Unit. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A A-1 and Schedule A-2 hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. hereof; provided, however, that I-Bankers Securities, Inc. shall not have the right to purchase any Additional Units. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit purchased hereunder, other than the Units listed on Schedule A-2 hereto (the "Deferred Discount"), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the "Public Stockholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. View More
Sale and Purchase. Upon On the basis of the representations representations, warranties and warranties agreements herein contained, and subject to the terms and conditions herein set forth, of this Agreement, the Company agrees to issue and sell to the respective Underwriters the Firm Shares, and each of the Underwriters, Underwriters agrees, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, sub...ject to adjustment in accordance with Section 8 hereof, in each case at a hereto. The pricing terms of the purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after by the effective date Underwriters and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. on Schedule B hereto. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by the Representatives Representatives, on behalf of the several Underwriters Underwriters, at any time and from time to time on in whole or before in part by written notice from the thirtieth day following Representatives to the Company, which notice may be given at any time within 30 days from the date of the Prospectus, by written notice to the Company. this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, (ii) the names and the date and time when denominations in which the Additional Shares are to will be delivered (any and (iii) the date, time and place at which such date Additional Shares will be delivered (such date, the "Additional Closing Date" and time being herein referred to as an "additional such time of purchase"); such date, the "Additional Time of Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase may be simultaneous with, but shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor and shall not be earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised two nor later than five full business days after delivery of such notice of exercise. The Representatives, on behalf of the tenth business day after Underwriters, may cancel the date on which the Over-Allotment Option shall have been exercised. The number option at any time prior to its expiration by giving written notice of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion such cancellation to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Company. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] $[•] per Share.... Unit. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your judgment is 4 advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment "Additional Unit Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share Unit to be paid by the Underwriters to the Company for the Firm Units, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares and Firm Warrant Shares but not payable on the Additional Shares or Additional Warrant Shares. The Over-Allotment Additional Unit Option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Additional Unit Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Additional Unit Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Additional Unit Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional shares), units), subject to adjustment in accordance with Section 8 hereof. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company (a) the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A A-1 attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] $9.80 p...er Share. Firm Unit, and (b) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A-2 attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of $10.00 per Firm Unit. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same a purchase price of $9.80 per Share to be paid by the Underwriters to the Company for the Firm Shares. Additional Unit. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A A-1 and Schedule A-2 hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit purchased hereunder, other than the Units listed on Schedule A-2 hereto (the "Deferred Discount"), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the "Public Stockholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. View More
Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters Underwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company the number Firm Shares. The pricing terms of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto..., subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after by the effective date Underwriter and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Schedule A hereto. In addition, the Company hereby grants to the several Underwriters Underwriter the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters Underwriter to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an "additional time the "Additional Time of purchase"); Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] $12.028 per Share. Th...e Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives Joint Book-Running Managers on behalf of the several 3 125213972v2 Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the "time time of purchase" purchase (as defined below) nor earlier later than the second three business day days after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. of such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. hereof.. 2. Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer, against delivery of the certificates for the Firm Shares to you through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payments and delivery shall be made at 10:00 A.M., New York City time, on August 11, 2022 (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payments and delivery are to be made is hereinafter sometimes called "the time of purchase." Electronic transfer of the Firm Shares shall be made to you at the time of purchase in such names and in such denominations as you shall specify. Payment of the purchase price for the Additional Shares shall be made at the additional time of purchase, if any, in the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to you at the additional time of purchase in such names and in such denominations as you shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices of Kirkland & Ellis LLP, 1301 Pennsylvania Avenue, NW, Washington, DC 20004 at 10:00 A.M., New York City time, on the date of the closing of the purchase of the Firm Shares or the Additional Shares, as the case may be. View More
Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters Underwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in acco...rdance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. Shares. The Company is has been advised by you the Underwriter that the Underwriters intend (i) they propose to make a public offering of their respective portions the Shares as soon after this Agreement has become effective as in its judgment is advisable. The pricing terms of the purchase of the Firm Shares as soon after by the effective date Underwriter and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Schedule A hereto. In addition, the Company hereby grants to the several Underwriters Underwriter the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters Underwriter to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at Underwriter any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, hereof, by written notice to the Company. Such Company, which notice may be electronic ("Additional Shares Notice"). The Additional Shares Notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an "additional time the "Additional Time of purchase"); Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the Over-Allotment Option option for Additional Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The As of the Additional Time of Purchase, the Company will issue and sell to the Underwriter, and the Underwriter will purchase, the number of Additional Shares to be sold to each Underwriter shall be set forth in the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Notice. View More
Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters, and the Underwriters and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Company the number of Firm Shares as set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustmen...t in accordance with Section 8 hereof, in each case at a D hereto. The pricing terms of the purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after by the effective date Underwriters and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Schedule A hereto. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Shares as set forth opposite the name of such Underwriter on Schedule D hereto. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an "additional time the "Additional Time of purchase"); Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
